展品10.1

coherent corp。

誘因獎勵協議(受限股份單位)

這份誘因獎勵協議(受限股份單位) “協議” 日期為2024年10月11日(“授予日期”),由負責人致富金融(臨時代碼)賓夕法尼亞州公司 (“coherent”)，以及新任命的致富金融(臨時代碼)官兼法定財務主管Sherri R. Luther(Coherent公司的 “受益人”) 所有板塊 如Coherent與受益人於2024年10月10日的雇用提供函所訂明的內容(“錄用函”).

請參閱Solium Shareworks系統中的員工授予明細，網址為https://Shareworks.Solium.com(或Coherent選擇的任何後續系統)(“ Solium Shareworks系統”)。可透過點擊Portfolio選項卡下Stock Options and Awards區域列出的獎勵來查看特定獎勵的員工授予明細。(the“員工授予詳情”) of the Solium Shareworks System.

此獎項構成一項非計劃的“就業引誘獎勵”，如紐約證交所303A.08條所述，因此不是根據已於2023年11月9日生效（可能已被修訂和/或重製多次）的Coherent Corp.綜合激勵計劃而進行的。這個獎項構成一項非計劃的 “就業引誘獎勵”，如紐約證交所303A.08條所述，因此不是根據已於2023年11月9日生效（可能已被修訂和/或重製多次）的coherent corp. 綜合激勵計劃。儘管如此，計劃的條款和規定通過此參考並入此協議，如同完整設定於此，如此獎項是根據計劃授予的一樣。在此未定義但使用的大寫用語將與計劃中定義的含義相同。計劃的副本可以在Solium Shareworks系統和/或適用的員工授予詳情中找到。進一步參照與該計劃相關的說明書，也可以在Solium Shareworks系統中找到。本協議將構成作為計劃中所定義的“獎勵協議”。 “計劃”儘管如此，計劃的條款和規定通過此參考並入此協議，如同完整設定於此，如此獎項是根據計劃授予的一樣。在此未定義但使用的大寫用語將與計劃中定義的含義相同。計劃的副本可以在Solium Shareworks系統和/或適用的員工授予詳情中找到。進一步參照與該計劃相關的說明書，也可以在Solium Shareworks系統中找到。本協議將構成作為計劃中所定義的“獎勵協議”。

現在，因此， 為了充分的對價與價值，特此確認已收到並認為足夠，並且意圖在此被法律約束，受贈人與coherent corp一致同意如下：

1. 誘因獎（受限股票單位）coherent corp謹此授予受贈人一項受限股票單位獎，如員工獎勵詳情中所載。根據本協議，「受限股票單位」是指有賴本協議條款所規定，當受限股票單位生效並按照本協議條款可支付時，有權獲得相當於一（1）股coherent corp股票的受帶的權利。受限股票單位僅可支付和結算為coherent corp股票。

 

致富金融誘因獎（受限股票單位；CFO 3年）

 

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2. 限制。除本協議另有規定外，限制股份 根據本計劃的條款，單位須獲得及繳付，如下所示：

 

授權日期		獲利率%
批發日期一周年			33	%
頒發日期二周年			33	%
頒發日期三周年			34	%

截至任何特定授權日期，只有整數的限制股份單位將獲得。如果數量受限 截至授權日期計算的股份單位為分數，獲得的數字將向下四捨五入至最接近的整數，並將任何分數部分轉向前。未獲授權的限制股份單位不得出售， 轉讓、抵押、轉讓或以其他方式被轉讓或連結。未獲授權的限制股份單位將按照以下規定的規定被沒收 部分 3。收件人與服務分離後 由於死亡或永久或完全殘疾，如《守則》第 22 (e) (3) (a) 條所定義 「殘疾」)，任何未獲得的限制股份單位均須立即授予，並須就其付款給收款人。 晚於第七十五 (75^第）離開服務日後的日曆日。

3. 其他與服務分離。如果收件人由於以下所述原因以外的任何原因而遭受與服務分離 部分 2 或者 部分 4，截至收款人分離服務日期，尚未授予的任何限制股份單位，將由收款人及 收款人無權因遺失的權益賠償；但是，但是，(i) 委員會可決定收款人的限制股份單位的全部或部分，如果收款人遭受一項 在委員會認為適當的特殊情況下與服務分離服務，以及 (ii) 限制股份單位應受任何在任何公司解僱賠償下適用於收款人的任何更有利的授權條款約束 收款人參與的計劃或本公司與收款人書面協議，但須遵守任何該等適用計劃或協議的條款和條件，為避免任何疑問，其中包括本公司的修訂內容 行政退休計劃（」註冊教育儲蓄計劃」) 及受款人根據 RESP 簽署的相關參與協議（」）參與協議”).

4. 控制變化；調整付款.

(a) 控制變更。在控制權變更後，獎勵應按照計劃第 10 條進行處理，或者，如 更好，根據 RESP 和參與協議的條款和條件，在「CIC 期間」內進行「合格終止」，並具有該等條款，以及「原因」和「理由」 該計劃第 10 節的目的，如 RESP 和參與協議中所定義。

 

一致股份有限公司鼓勵獎 （限制股份單位；財務長 3 年）

 

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(b) 支付調整.

(i) 不管本協議的任何相反規定，如果確定公司向受款人支付或分配或為受款人的利益（不論根據本協議或其他方式支付或應支付或分發或可分發）的任何款項會受到《法典第4999條》課徵的額外稅款，或受款人就該額外稅款而產生任何利息或罰款（該額外稅款與任何該等利息和罰款共稱為「額外稅款」），則這些款項將被減少（但不至低於零），只要這種減少將使受款人在綜合考慮聯邦、州和地方所得稅和額外稅款的情況下保留比接受所有款項還要多的金額。這些款項將通過首先減少或取消非以現金形式支付的款項來進行減少或取消，然後通過按相反順序減少或取消現金支付來進行，從決定時間最長的款項或益處開始。 支付額外稅款 額外稅款），那麼如果減少這些款項將使受款人保留更多款額（綜合考慮聯邦、州和地方所得稅和額外稅款的情況），那麼這些款項將被減少（但不至低於零）。這些款項將通過首先減少或取消非以現金支付的部分進行減少或取消，然後通過按相反順序減少或取消現金支付來進行，從決定時間最遠的支付或福利開始。 后稅基礎上的 基礎上

(ii) 所有必須在此進行的決定，包括是否以及何時需要調整任何支付以及必須調整哪些支付，均需由Coherent從美國四家最大的會計師事務所中或任何全國知名的財務規劃和福利諮詢公司（"會計師事務所"）中選擇的獨立會計師事務所做出，在接獲受益人通知有進行支付，或Coherent請求之前的十五（15）個工作日內向Coherent和受益人提供詳細的支持計算。 第4(d)，包括是否以及何時需要調整任何支付以及必須調整哪些支付，均需由Coherent從美國四家最大的會計師事務所中或任何全國知名的財務規劃和福利諮詢公司（"會計師事務所"）中選擇的獨立會計師事務所做出，該會計師事務所應在接獲受益人通知有進行支付，或Coherent請求之前的十五（15）個工作日內向Coherent和受益人提供詳細的支持計算。 “會計師事務所”)，該會計師事務所應在接獲受益人通知有進行支付，或Coherent請求之前的十五（15）個工作日內向Coherent和受益人提供詳細的支持計算。如果會計師事務所為實施變更的個人、實體或集團的會計師或審計師，Coherent應指定另一家全國知名的會計師事務所來做出本文所要求的決定（該會計師事務所在本文下將被稱為會計師事務所）。

5. Coherent交付股票；支付。除非另有規定 第 2 或第 4, Coherent shall cause a stock certificate (or equivalent electronic book entry) representing Shares equal to the number of Restricted Share Units vested and payable under this Agreement to be issued to the Recipient on the applicable vesting date specified in the schedule in 第 2 or on such other date as specified under this Agreement (or as soon as administratively practicable thereafter, but in no event later than the seventy-fifth (75^日) calendar day following such applicable vesting date). Notwithstanding the foregoing, the Company, at its sole discretion, may settle the Award in cash if necessary or appropriate for legal or administrative reasons based on laws in the Recipient’s jurisdiction. If the Restricted Share Units are settled in cash, Coherent

 

coherent corp引誘獎 （受限股份單位；首席財務官3年）

 

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應向收款人支付現金金額，等於（a）指定附表中規定的適用解除限制股份單位數量，並應支付的解除限制股份單位數量， 第 2 和（b）該適用解除限制日期上的公允市場價值，應在本協議中規定的時間段內實現該現金支付 第 5。在受益人死亡的情況下，應將本協議中規定的適用支付方式交付給受益人的遺產。 第 5 。權利限制；分紅等價物

6. 應向收款人支付現金金額，等於（a）指定附表中規定的適用解除限制股份單位數量，並應支付的解除限制股份單位數量， . The Recipient shall not have any rights of ownership of the Shares underlying the Restricted Share Units, including voting rights or the rights to receive dividends or other distributions, before the vesting of this Award. The Recipient, however, shall be entitled to receive a cash payment equal to the cash dividends that would have been paid during the applicable vesting period (i.e., the period from the Grant Date through the applicable vesting date or earlier vesting event pursuant to 第 2或。第 4) on the number of Shares underlying the Restricted Share Units then vesting if such Shares had been issued and outstanding during the applicable vesting period. Such cash dividend equivalents will not vest or be paid prior to vesting of the Restricted Share Units to which they relate, as specified in this Agreement, and will be subject to cancellation and forfeiture to the same extent that the related Restricted Share Units do not vest or are forfeited.

7. 不能轉讓不得轉讓除非委員會允許或獎勵協議中特別規定，在計劃下授予的獎勵和在期權或SAR行權或購買普通股票時期限制轉讓的任何時期，從而不得以任何方式出售、抵押、抵押、分配，抵押或以任何方式轉讓，直到該獎勵下的普通股已發行並且適用於該等股份的所有限制已經終止或已被委員會撤消。沒有任何獎勵或他或她的繼任者的權利或權益將受到參與者或他或她的繼任者的債務、合同或承諾的約束，也不得以轉讓、轉讓、轉讓、預支、轉讓、售出抵押、贈與、抵押、抵押或通過任何其他方式進行處置，無論這種處置是自願的還是非自願的或法律或司法程序（包括破產和離婚），並且試圖進行任何此類處置都將爲空，無效並對公司沒有約束力。然而，在委員會全權決定的情況下，（以委員會設定的條款、條件和限制爲準）非合格股票期權和/或與此類期權或股票獎勵處置限制相關的股票單位可能轉讓給參與者的直系家庭成員或以及爲參與者的直系家庭成員的信託或類似車輛而填寫委員會可以作爲委員會的意見。在參與者的生命週期中，有關獎勵的所有權利只能由參與者行使或者如果適用，根據前一句規定的接受者。 . Except as otherwise provided in the Plan, the Restricted Share Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of (a 「Transfer」) 除遺囑或繼承和分配法律外，任何以其他方式轉讓受限股份單位的嘗試，違反本部分或計劃的行爲將使本獎勵無效。

8. 調整。在計劃第12節（標題爲「調整」）描述的任何事件發生或任何後繼條款之後，計劃第12節的條款或任何後繼條款將適用於本獎勵。

9. 碎股。Coherent無需根據此獎勵發行任何碎股，儘管本協議的任何規定，Coherent可以將碎股四捨五入到最接近的整數股。第 2 本協議中明確規定，Coherent不需要根據本獎勵發行任何碎股，且無論本協議的規定如何，Coherent可以將碎股四捨五入至最接近的整數股。

10. 稅務責任.

(a) 無論公司對任何所得稅、社會保險、工資稅、福利稅、預付款項或其他項目採取何種行動，接受方承認其應對所欠項目的最終責任，並明白公司不就計劃參與所得的任何稅務問題做出任何陳述或保證 與稅收相關的 「與計劃有關的稅務項目」項目「與計劃有關的稅務項目」，接受方需承擔其應對的所有項目的最終責任，公司不對接受方應繳納的所有項目作出任何陳述或承諾 保險或其他財務安排的維護 事項的處理作出任何陳述或承諾 保險或其他財務安排的維護 與此獎勵相關的任何方面，包括授予或兌現此獎勵或隨後出售根據此獎勵獲得的股票；和（ii）不承諾構建授予的條款或任何方面

 

Coherent Corp. 招聘獎勵（受限股單位；首席財務官 3年）

 

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of this Award to reduce or eliminate the Recipient’s liability for Tax-Related Items or achieve a particular tax result. Further, if the Recipient is subject to Tax-Related Items in more than one jurisdiction, the Recipient acknowledges and agrees that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Recipient authorizes the Company, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to Tax-Related Items by one or a combination of the following: (i) withholding from the Recipient’s wages or other cash compensation paid to the Recipient by the Company; (ii) withholding from the proceeds of the sale of Shares acquired upon vesting of this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Recipient’s behalf pursuant to this authorization) without further consent; (iii) withholding Shares to be issued upon vesting of this Award; or (iv) any other method determined by the Committee and permitted by applicable laws. Notwithstanding the foregoing, if the Recipient is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in Shares issuable at vesting of the Award upon the relevant withholding event, unless otherwise determined by the Committee.

(c) The Company may withhold or account for Tax-Related Items by considering applicable withholding rates, including maximum applicable rates, in which case the Recipient may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares) or, if not refunded, the Recipient may seek a refund from the local tax authorities. In the event of under-withholding, the Recipient may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Recipient is deemed to have been issued the full number of Shares, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items.

(d) Finally, the Recipient shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax-Related Items as described in this Section 10.

11. Plan Provisions. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control, except that capitalized terms specifically defined in this Agreement shall have the meaning given to them in this Agreement with respect to their usage in this Agreement, notwithstanding the definitions given to such terms in the Plan (which definitions shall control as they relate to the usage of such terms in the Plan).

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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12. No Continued Rights. The granting of this Award shall not give the Recipient any rights to similar grants in future years or any right to continuance of employment or other service with Coherent or its Subsidiaries, nor shall it interfere in any way with any right that the Company would otherwise have to terminate the Recipient’s employment or other service at any time, or the right of the Recipient to terminate his or her employment or other service at any time.

13. Rights Unsecured. The Recipient shall have only Coherent’s unfunded, unsecured promise to pay pursuant to the terms of this Agreement. The rights of the Recipient hereunder shall be that of a general unsecured creditor of Coherent and the Recipient shall not have any security interest in any assets of Coherent.

14. Restrictive Covenants.

(a) While the Recipient is employed by the Company (including its Subsidiaries) and for a period of one (1) year after the Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly either alone or in association with others solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee or independent contractor of Coherent or its Subsidiaries to leave the employ or service of Coherent or its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the Recipient is in violation of the restrictive covenants contained in this Section 13(a) and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in this Section 13(a) will not exceed the one (1)-year period set forth above.

(b) The Recipient acknowledges that certain materials, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of Coherent and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company or a Subsidiary disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company (including its Subsidiaries), any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to Coherent and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon the Recipient’s Separation from Service for any reason, the Recipient will immediately return to Coherent all property of Coherent and its Subsidiaries including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of Coherent and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of Coherent and its Subsidiaries.

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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(c) Nothing herein is intended to or shall limit, prevent, impede or interfere with the Recipient’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. Further, the Recipient understands that pursuant to the Defend Trade Secrets Act of 2016, the Recipient shall not be held criminally, or civilly, liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, the Recipient understands that he or she may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, the Recipient understands that if he or she files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, the Recipient may disclose the trade secret to the attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed under seal and the Recipient does not disclose the trade secret except pursuant to court order.

15. Data Collection and Usage. Pursuant to applicable data protection laws, the Recipient is hereby notified that the Company collects, processes, uses and transfers certain personally-identifiable information about the Recipient for the exclusive legitimate purpose of granting Restricted Share Units and implementing, administering and managing the Recipient’s participation in the Plan. For California residents, the categories of personal, including sensitive personal information, are identifiers, characteristics of protected classifications under California or federal law, professional or employment related information, social security, driver’s license, state identification card, or passport number, and any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. For additional information, please see Exhibit E of the Global Employee Data Privacy Policy and Notice which can be found at: Policy Center - PVY-001 Employee Privacy Policy and Notice - All Documents (sharepoint.com).

16. Remedies; Clawback.

(a) Coherent and the Recipient acknowledge and agree that that any violation by the Recipient of any of the restrictive covenants contained in Section 14 would cause immediate, material and irreparable harm to Coherent and its Subsidiaries which may not adequately be compensated by money damages and, therefore, Coherent and its Subsidiaries shall be entitled to injunctive relief (including one (1) or more preliminary injunctions and/or ex parte restraining orders) in addition to, and not in derogation of, any other remedies provided by law, in equity or

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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otherwise for such a violation, including the right to have such covenants specifically enforced by any court of competent jurisdiction, the rights under Section 14(b), and the right to require the Recipient to account for and pay over to Coherent all benefits derived or received by the Recipient as a result of any such breach of covenant together with interest thereon, from the date of such initial violation until such sums are received by Coherent.

(b) In the event that the Recipient violates or breaches any of the covenants set forth in Section 14, the Restricted Share Units (whether vested or unvested) and the right to receive Shares in exchange for such Restricted Share Units shall be forfeited. Coherent shall also have the right, in its sole discretion, in addition to any other remedies or damages provided by law, in equity or otherwise, to demand and require the Recipient, (i) to the extent that any cash payment was received with respect to such Restricted Share Units, to return and transfer to Coherent any such cash payment, (ii) to the extent that any Shares were received with respect to such Restricted Share Units, to return and transfer to Coherent any such shares directly or beneficially owned by the Recipient, and (iii) to the extent that the Recipient sold or transferred any such Shares, to disgorge and/or repay to Coherent any profits or other economic value (as determined by Coherent) made or realized by the Recipient with respect to such Shares, including the value of any gift thereof.

(c) This Award, and any amounts or benefits received or outstanding under the Plan, as well as any other incentive awards previously granted to the Recipient by the Company, shall be subject to potential clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the terms or conditions of any applicable Company clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time, including the requirements of (a) Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (including any rules implementing those statutory requirements adopted under the Exchange Act or by the applicable exchange on which Shares are listed), (b) similar rules under the laws of any other jurisdiction, and (c) any policies adopted by the Company to implement such requirements. The Recipient acknowledges and consents to the Company’s application, implementation and enforcement of any applicable Company clawback or similar policy that may apply to the Recipient, whether adopted prior to or following the Grant Date, and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and agrees that the Company may take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.

17. Recipient Acknowledgments. The Recipient acknowledges and agrees that (a) as a result of the Recipient’s previous, current and future employment with the Company, the Recipient has had access to, will have access to and/or possesses or will possess confidential and proprietary information of Coherent and its Subsidiaries, (b) Coherent and its Subsidiaries are engaged in a highly competitive business and conduct such business worldwide, (c) this Agreement does not constitute a contract of employment, does not imply that the Company will continue the Recipient’s employment for any period of time and does not change the at-will nature of the

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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Recipient’s employment, except as set forth in a separate written employment agreement between the Company and the Recipient, (d) the restrictive covenants set forth in Section 14 are necessary and reasonable in time and scope (including the period, geographic, product and service and other restrictions) to protect the legitimate business interests of Coherent and its Subsidiaries, (e) the remedy, forfeiture and payment provisions contained in Section 16 are reasonable and necessary to protect the legitimate business interests of Coherent and its Subsidiaries, (f) acceptance of this Award and the Restricted Share Units and agreement to be bound by the provisions hereof is not a condition of the Recipient’s employment and (g) the Recipient’s receipt of the benefits provided under this Agreement is adequate consideration for the enforcement of the provisions contained in Section 14 and Section 16.

18. Severability; Waiver. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. In particular, in the event that any of such provisions shall be adjudicated to exceed the time, geographic, product and service or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product and service or other limitations permitted by applicable law. No delay or omission by Coherent in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by Coherent on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

19. Notice. Coherent may require any notice required or permitted under this Agreement to be transmitted, submitted or received, by Coherent or the Recipient, via the Solium Shareworks System in accordance with the procedures established by Coherent for such notice. Otherwise, except as otherwise set forth in this Agreement, any written notice required or permitted by this Agreement shall be mailed, certified mail (return receipt requested) or by overnight carrier, to Coherent at the following address:

Coherent Corp.

Attention: Chief Financial Officer

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

or to the Recipient at his or her most recent home address on record with Coherent. Notices are effective upon receipt.

20. Controlling Law. The validity, construction and effect of this Agreement will be determined in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to the conflict of laws principles thereof. The Recipient and Coherent hereby irrevocably submit to the exclusive jurisdiction of the state and Federal courts located in the Commonwealth of Pennsylvania and consent to the jurisdiction of any such court; provided,

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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however, that, notwithstanding anything to the contrary set forth above, Coherent may file an action to enforce the covenants contained in Section 14 by seeking injunctive or other equitable relief in any appropriate court having jurisdiction, including where the Recipient resides or where the Recipient was employed by the Company. The Recipient and Coherent also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought or injunctive or equitable relief sought in such court or any defense of inconvenient forum for the maintenance of such dispute and consent to the personal jurisdiction of any such court.

21. Entire Agreement. This Agreement (including the Plan and the Employee Grant Details), together with the Offer Letter provisions regarding Recipient’s inducement awards, contains the entire understanding between the parties and supersedes any prior understanding and agreements between them regarding the subject matter hereof with respect to this Award, and there are no other representations, agreements, arrangements or understandings, oral or written, between the parties relating to this Award which are not fully expressed herein. Notwithstanding anything to the contrary set forth in this Agreement, any restrictive covenants contained in this Agreement are independent, and are not intended to limit the enforceability, of any restrictive or other covenants contained in any other agreement between the Company and the Recipient.

22. Captions; Section References. Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. Unless expressly provided otherwise, any reference in this Agreement to any Section refers to the corresponding Section of this Agreement.

23. Limitation of Actions. Any lawsuit commenced by the Recipient with respect to any matter arising out of or relating to this Agreement must be filed no later than one (1) year after the date that a denial of any claim hereunder is made or any earlier date that the claim otherwise accrues.

24. Section 409A. This Agreement and this Award are intended to satisfy all applicable requirements of Section 409A or an exception thereto and shall be construed accordingly. Coherent may in its sole discretion, and without the Recipient’s consent, take any action it deems necessary to comply with the requirements of Section 409A or an exception thereto, including amending the terms of this Award and this Agreement, in any manner it deems necessary to cause this Award and this Agreement to be excepted from Section 409A (or to comply therewith to the extent that Coherent determines that it is not excepted). Notwithstanding, the Recipient recognizes and acknowledges that Section 409A may affect the timing and recognition of payments due hereunder, and may impose upon the Recipient certain taxes or other charges for which the Recipient is and shall remain solely responsible. Notwithstanding anything to the contrary in this Agreement, if the Recipient is a Specified Employee, to the extent that the Award constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, any payment due to the Recipient under the Award upon Separation from Service will be delayed in accordance with Section 18 of the Plan.

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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25. Assignment. Except as provided in Section 6, the Recipient’s rights and obligations under this Agreement shall not be transferable by the Recipient, by assignment or otherwise, and any purported assignment, transfer or delegation thereof by the Recipient shall be void. Coherent may assign/delegate all or any portion of this Agreement and its respective rights hereunder without prior notice to the Recipient and without the Recipient providing any additional consent thereto, whereupon the Recipient shall continue to be bound hereby with respect to such assignee/delegatee.

26. Electronic Delivery. Coherent may, in its sole discretion, deliver any documents or correspondence related to this Agreement, the Restricted Share Units, the Plan, the Recipient’s participation in the Plan or future awards that may be granted to the Recipient under the Plan, by electronic means. The Recipient hereby consents to receive such documents by electronic delivery and to the Recipient’s participation in the Plan through an on-line or electronic system established and maintained by Coherent or another third party designated by Coherent, including the Solium Shareworks System. Likewise, Coherent may require the Recipient to deliver or receive any documents or correspondence related to this Agreement by such electronic means.

27. Further Assurances. The Company and the Recipient shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents and take such other actions and do such other things, as may be necessary to carry out the provisions of this Agreement.

28. Compliance with Legal Requirements. Notwithstanding any other provisions of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting of this Award prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Further, the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of Shares. Subject to Section 409A, the Committee may postpone the issuance or delivery of Shares under this Award as the Committee may consider appropriate and may require the Recipient to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. The Recipient understands and agrees that the Company shall have unilateral authority to amend this Agreement without his or her consent to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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29. Imposition of Other Requirements. The Company reserves the right to impose other requirements on this Award to the extent that the Company determines that it is necessary or advisable in order to comply with local law or facilitate the administration of this Award and to require the Recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

30. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Recipient’s participation in the Plan or the Recipient’s acquisition or sale of Shares. The Recipient understands and agrees that the Recipient should consult with his or her own personal legal and financial advisors regarding the Recipient’s participation in the Plan before taking any action related to the Plan.

31. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan or this Agreement.

[SIGNATURE PAGE FOLLOWS]

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date set forth above. Electronic acceptance of this Agreement by the Recipient pursuant to Coherent’s instructions to the Recipient (including through the Solium Shareworks System) shall constitute execution of this Agreement by the Recipient. The Recipient agrees that his or her electronic acceptance of this Agreement, including via the Solium Shareworks System, shall constitute his or her signature, and that he or she agrees to be bound by all of the terms and conditions of this Agreement.

 

 

Coherent Corp. Inducement Award (Restricted Share Units; CFO 3-year)

 

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